PINEWOOD.AI ANNOUNCES AGREEMENT TO ACQUIRE LITHIA'S MAJORITY STAKE IN NORTH AMERICAN JOINT VENTURE

Rhea-AI Summary

Pinewood.AI has agreed to acquire Lithia's 51% stake in their North American joint venture for $76.5M, paid through 14.56M new Pinewood.AI shares, valuing the venture at $150M. The deal gives Pinewood.AI full control of its North American platform and includes a 5-year contract to implement their Automotive Intelligence platform across all Lithia's US and Canada dealerships by 2028. Pinewood.AI expects to generate $40M in annual recurring revenue post-rollout, potentially reaching $60M with additional features. The acquisition simplifies Pinewood.AI's structure and enables full revenue consolidation. Lithia will remain a minority shareholder and key customer, with the platform rollout starting with pilot US stores in H2 2025 and full implementation beginning in 2026.

Positive

• Acquisition provides Pinewood.AI complete control over North American operations, removing adoption barriers
• Secured 5-year contract for implementation across all Lithia dealerships in US and Canada
• Expected $40M annual recurring revenue post-rollout, with potential to reach $60M by 2028
• Independent valuation support from Kroll LLC validates the $150M joint venture valuation
• Access to $6.5B automotive retail software sector in North America

Negative

• Significant share dilution through issuance of 14.56M new ordinary shares
• Extended implementation timeline with full rollout not complete until 2028
• Substantial development costs expected for North America-specific features

Insights

Financial Analyst

Pinewood.AI's acquisition of Lithia's JV stake strengthens both companies strategically while securing substantial recurring revenue.

Pinewood.AI's $76.5 million acquisition of Lithia's 51% stake in their North American joint venture represents a strategic repositioning that benefits both entities. The deal, which values the JV at $150 million, provides Pinewood.AI with complete control over its North American platform while establishing Lithia as a committed customer under a new five-year contract.

The transaction structure is particularly noteworthy - Pinewood.AI is issuing 14,560,691 new ordinary shares rather than using cash, preserving its liquidity while Lithia maintains equity exposure as a minority shareholder. This equity-based payment suggests Lithia's continued confidence in Pinewood.AI's growth trajectory.

For Pinewood.AI, this acquisition removes potential barriers to broader platform adoption across North America's $6.5 billion automotive retail software market. The company projects $40 million in annual recurring revenue once the current rollout completes, potentially growing to $60 million by 2028 as North America-specific features are released.

For Lithia, the transaction aligns with its strategic vision of becoming a fully integrated, data-driven retailer. While divesting control of the JV, Lithia secures a technology partnership that will modernize customer experiences across its dealership network. The five-year contract provides Lithia with access to Pinewood's Automotive Intelligence™ platform while locking in favorable pricing terms.

The independent valuation by Kroll LLC adds credibility to the $150 million JV valuation, suggesting the deal represents fair market value based on anticipated platform deployment across Lithia's North American operations.

Pinewood.AI to Acquire Lithia's 51% Stake; New Contract Secures Deployment Across Lithia's Dealerships in US and Canada by 2028

LONDON and MEDFORD, Ore., June 6, 2025 /PRNewswire/ -- Pinewood Technologies Group plc (Pinewood.AI), a leading cloud-based software provider for the automotive retail industry, and Lithia UK Holdings Limited, a wholly-owned subsidiary of Lithia & Driveway (NYSE: LAD), today announced an agreement in which Pinewood.AI will acquire Lithia's 51% interest in their North American joint venture for $76.5 million. The acquisition will be satisfied through the issue of 14,560,691 new ordinary shares in Pinewood.AI and values the joint venture at $150 million.

Full ownership of the joint venture gives Pinewood.AI complete control of its North American platform, removing potential barriers to its broader adoption and supporting its expansion across the region's $6.5 billion automotive retail software sector. The acquisition will also simplify Pinewood.AI's structure and financial reporting, enabling full revenue consolidation and greater transparency.

Alongside the proposed transaction, the two companies have signed a five-year contract committing to the rollout of the Pinewood Automotive Intelligence™ platform across all Lithia's current and future dealerships in the US and Canada projected by the end of 2028. The contract also includes an agreement on pricing for Lithia's use of Pinewood.AI.

Pinewood.AI expects to generate approximately $40 million in annual recurring revenue once the current rollout is complete. With additional North America-specific features planned for release by the end of 2028, projected annual revenue from Lithia is expected to reach approximately $60 million.

The valuation attributed to the joint venture has been independently supported by Kroll LLC and is based on the deployment of Pinewood.AI's DMS platform and layered applications across Lithia's North American footprint.

"We are delighted to have reached an agreement with Lithia to acquire the majority stake of the North America joint venture. The US and Canada are central to our growth strategy, and through the joint venture, we have made significant progress towards commercializing the Pinewood Automotive Intelligence™ platform for the North American market. Assuming full control of the joint venture will strengthen our ability to fully capitalize on the opportunities available in a key strategic growth market," commented Bill Berman, Chief Executive Officer of Pinewood Technologies Group plc. "Today, we are also announcing that we have agreed the terms of a five-year contract with Lithia to implement the Pinewood Automotive Intelligence™ Platform across all its current and future sites by the end of 2028. This is a significant milestone on our journey to entering the North American market and we remain on track to pilot the platform in Lithia's US stores in the second half of 2025, with the full system rollout commencing in 2026. I would like to take this opportunity to thank Lithia for their partnership in the joint venture and we look forward to working with them as a key customer long into the future."

"This agreement represents the next step in our strategic partnership with Pinewood.AI and supports our vision to modernize customer experiences across our ecosystem. As Pinewood.AI's largest global customer, we are excited to partner in the rollout of their platform across our North American network and accelerate our transformation into a fully integrated, data-driven retailer. Pinewood.AI is now able to emerge as the leading automotive intelligence provider in the U.S. Each of our global stores are committed to the Pinewood Automotive Intelligence™ Platform, and we will continue partnering on best-in-class product development," said Bryan DeBoer, President and CEO of Lithia & Driveway.

Following completion, Lithia will remain a committed minority shareholder and key long-term customer.

About Pinewood Technologies Group PLC
First established in 1981, Pinewood Technologies Group PLC (Pinewood) is a leading cloud based full-service technology provider to automotive retailers and OEMs. Pinewood's system is a market-leading automotive intelligence platform, which has been developed collaboratively with dealers and OEMs to provide secure cloud-based software across sales, aftersales, accounting and CRM. Headquartered in the UK, Pinewood has a team of over 200 people serving over 35,000 global users across 21 countries and long-standing partnerships with over 50 OEM brands.  

Previously part of Pendragon PLC, in 2024 Pinewood became an independent entity following the sale of Pendragon's UK Motor and Leasing divisions to Lithia Motors, Inc., one of the largest automotive retailers in North America. Pinewood simultaneously signed a strategic partnership with Lithia to roll out its software across Lithia's UK locations and form a joint venture to co-develop capabilities and accelerate Pinewood's entry into the North American market. LSE: PINE OTCQX: PINWF 

About Lithia & Driveway
Lithia & Driveway (NYSE: LAD) is the largest global automotive retailer providing a wide array of products and services throughout the vehicle ownership lifecycle. Simple, convenient, and transparent experiences are offered through our comprehensive network of physical locations, e-commerce platforms, captive finance solutions, fleet management offerings, and other synergistic adjacencies. We deliver consistent, profitable growth in a massive and unconsolidated industry. Our highly diversified and competitively differentiated design provides us the flexibility and scale to pursue our vision to modernize personal transportation solutions wherever, whenever and however consumers desire.

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SOURCE Lithia Motors, Inc.

FAQ

What is the value of Pinewood.AI's acquisition of Lithia's stake in the North American joint venture?

Pinewood.AI is acquiring Lithia's 51% stake for $76.5 million through the issuance of 14,560,691 new ordinary shares, valuing the total joint venture at $150 million.

How much revenue does Pinewood.AI expect to generate from the Lithia contract?

Pinewood.AI expects to generate approximately $40 million in annual recurring revenue once the current rollout is complete, with projected annual revenue potentially reaching $60 million by 2028.

When will Pinewood.AI begin rolling out its platform across Lithia's dealerships?

Pinewood.AI will pilot the platform in Lithia's US stores in the second half of 2025, with full system rollout commencing in 2026 and completion expected by the end of 2028.

What happens to Lithia's ownership in Pinewood.AI after the acquisition?

Following the completion of the acquisition, Lithia will remain as a committed minority shareholder and key long-term customer of Pinewood.AI.

What is the size of the North American automotive retail software market that Pinewood.AI is targeting?

Pinewood.AI is targeting the North American automotive retail software sector, which is valued at $6.5 billion.